Commercial Contracts Sample Clauses

Commercial Contracts. The Commercial Contracts have been duly executed by the parties thereto, are valid, binding and enforceable in accordance with applicable laws. The Seller has so far duly discharged its obligations thereunder and is not in breach of any of the Commercial Contracts. No party to any Commercial Contract has notified the Seller that it considers the Seller to be in breach thereof and the Seller has no knowledge or belief that any party to any Commercial Contract is contemplating the breach thereof. The Seller warrants the assignability of the Commercial Contracts, except for those contracts listed in Exhibit L. With reference to the latter contracts: (a) the Seller is not aware of any reason why all the consents, approvals and authorizations necessary for the assignment thereof will not be given by the relevant counterparties; (b) it shall be the Buyer's liability, at its costs and expense, to obtain the necessary consent to succeed to the Seller's rights and duties thereunder; (c) the Seller shall provide its best effort in order to cooperate with the Buyer in the Buyer's efforts to obtain the consent under (a) above.

Commercial Contracts. (a) Not amend or grant any waiver: (i) in respect of any provision of any Commercial Contract relating to the first twenty four (24) Satellites, if such amendment or waiver would or could reasonably be expected to adversely affect the Lenders; and (ii) in respect of any other provision of any Commercial Contract not referred to in paragraph (a)(i) above, if such amendment or waiver would or could reasonably be expected to have a Material Adverse Effect. (b) Not exercise the option to order from the Supplier up to eighteen (18) additional recurring Spacecraft (as such term is defined in the Satellite Construction Contract) pursuant to Article 29(B) (Options) of the Satellite Construction Contract without the prior written consent of the COFACE Agent.

Commercial Contracts. As of the Third Effective Date, the Borrower has not exercised the “Optional Launches” (as such term is defined in the Launch Services Contract) pursuant to the Launch Services Contract.

Commercial Contracts. (a) The Borrower shall not (and shall ensure that none of the Traders will), without the consent of the Facility Agent (acting on the instructions of the Majority Lenders): (i) agree to or permit any amendment to, or variation or waiver of, any material term of any relevant Commercial Contract (except for an Acceptable Amendment); (ii) agree to or permit the cancellation, suspension, termination or revocation of any relevant Commercial Contract (other than an Assigned Offtake Contract that is promptly replaced by another Assigned Offtake Contract); (iii) release any other party to a relevant Commercial Contract from its material obligations under that Commercial Contract; (iv) consent to any act or omission by any other party to a relevant Commercial Contract which could constitute a material breach of that Commercial Contract; (v) exercise any right of set-off or counterclaim under the relevant Commercial Contracts; or (vi) transfer any of its material obligations under any relevant Commercial Contract to any person. (b) Except with the consent of the Facility Agent (acting on the instructions of the Majority Lenders), the Borrower shall (and shall ensure that each Trader will): (i) duly and punctually comply with, and maintain in full force and effect, its material obligations under each relevant Commercial Contract (notwithstanding the existence of a dispute or event of force majeure (however defined)) and exercise all of its rights against the other parties to the relevant Commercial Contracts; (ii) ensure that all payments under an Assigned Export Contract are made to the Borrower Collection Account (except for the first payment after the date of opening or refiling of a transaction passport in respect of the relevant Assigned Export Contract) without set-off or counterclaim; (iii) ensure that all payments under an Assigned Offtake Contract are made to the relevant Trader Collection Account without set-off or counterclaim; (iv) ensure that each Assigned Export Contract, and all invoices and like documents delivered under each Assigned Export Contract shall, unless otherwise directed by the Facility Agent, contain a provision irrevocably directing that all payments thereunder be made to the Borrower Collection Account (except for the first payment after the date of opening or refiling of a transaction passport in respect of the relevant Assigned Export Contract) and without set-off or counterclaim; (v) ensure that each Assigned Offtake Contract, and al...

Commercial Contracts. All sales orders and contracts, purchase orders and contracts, leasing agreements, rental agreements, maintenance agreements, utilities agreements, service agreements and insurance agreements, to the extent they relate to the assets composing the Business. Exhibit D contains a complete list of the commercial contracts being transferred and assigned to the Buyer hereunder (hereinafter the "Commercial Contracts");

Commercial Contracts. The production of the Commodities under either of the Commercial Contracts is suspended for a period of at least forty-five (45) days.

Commercial Contracts. (a) Each Commercial Contract constitutes a legal, valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms, subject to any applicable Legal Reservations. (b) The Borrower and each Trader have entered into each Commercial Contract to which they are a party on an arm’s length basis. (c) Neither the Borrower nor any Trader has sold, transferred, assigned or otherwise disposed of any of its rights, title or interest in or to the Commercial Contracts or any amounts payable thereunder (except as contemplated under the Finance Documents). (d) The Commercial Contracts are in full force and effect and no amendment to, or variation or waiver of, any material term of any Commercial Contract (other than any Acceptable Amendment) has been agreed to or permitted without the prior consent of the Facility Agent, and neither the Borrower nor any Trader is in breach of any material provision of any Commercial Contract. (e) No provision of the Commercial Contracts prohibits or limits the Security contemplated by the Finance Documents. (f) This Clause 17.20 shall not apply to any Replaced Commercial Contract.

Commercial Contracts. The Commercial Contracts are as of the Transfer Date transferred to the Purchaser. The Sellers shall perform and be responsible for all obligations and liabilities under or related to the Commercial Contracts to the extent such obligations are required under the Commercial Contracts to be performed or discharged or such liabilities accrue or relate to events or circumstances occurring prior to and including the Transfer Date. The Sellers shall indemnify and hold harmless the Purchaser against any costs or expenses (including without limitation reasonable legal fees) arising out of or relating to a non-performance or a breach of any Commercial Contract prior to and including the Transfer Date by the Seller. The Purchaser shall perform and be responsible for all obligations and liabilities under or related to the Commercial Contracts to the extent such obligations are required under the Commercial Contracts to be performed or discharged or such liabilities accrue or relate to events or circumstances occurring following the Transfer Date (however, excluding any obligations and liabilities due to the fact that a consent or waiver required from a third party has not been obtained by the Transfer Date). The Purchaser shall indemnify and hold harmless the Sellers against any costs or expenses (including without limitation reasonable legal fees) arising out of or relating to a non-performance or breach of any Commercial Contract by the Purchaser following the Transfer Date (however, excluding any non-performance or breach due to the fact that a consent or waiver required from a third party has not been obtained by the Transfer Date). Sellers shall not take any action for the purpose of discouraging any customer of the EL Business from continuing to do business with the Purchaser. The Parties have prior to Closing received the consents relating to the transfer of the Commercial Contracts listed in Appendix 11. Without prejudice to Section 8.2, in case further consents or waivers of third parties are required for the assignment and transfer of the Commercial Contracts, the Sellers shall obtain (or to procure the obtaining of) such consents or waivers as soon as possible after Closing, and the Purchaser shall take all reasonable efforts to assist the Sellers. In case a third party that must consent to the assignment of a particular contract to Purchaser refuses to do so, the Parties will cooperate and agree in good faith on an arrangement under which the contract is ...

Commercial Contracts. Duly executed copies, certified by an authorised signatory of the Borrower of: (a) each Original Export Contract; and (b) each Original Offtake Contract.